Common use of Pre-Closing Operations Clause in Contracts

Pre-Closing Operations. Except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS covenants and agrees (and shall cause the other CS Parties to comply with this covenant), except as specifically consented to in writing by KO (which consent shall not be unreasonably withheld or delayed), that from the date of this Agreement to each Applicable Closing Date, the Purchased Businesses shall be operated and conducted only in the ordinary course consistent with past practices, and shall carry on their business in the same manner as currently conducted and not make or institute any material new methods of manufacture, purchase, sale, lease, management or operation. By way of illustration and not in limitation of the foregoing, except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS agrees and shall cause the other CS Parties to agree that from the date of this Agreement to each Applicable Closing Date, except as set forth on Schedule 4.01 and except as consented to in writing by KO (which consent shall not be unreasonably withheld or delayed) as follows: (a) Each of the Purchased Businesses shall manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion in all material respects consistent with past practice, including without limitation by selling inventory and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other indebtedness as they come due. (b) Each of the Purchased Businesses shall maintain in all material respects its assets, and the CS Parties shall maintain in all material respects the Assets, in their present state of repair, normal wear and tear excepted. (c) Each of the Purchased Businesses shall use its commercially reasonable efforts to keep available in all material respects the services of its employees and to preserve in all material respects the goodwill of its business and relationships with its customers, licensors, suppliers, distributors and brokers. (d) Each of the Purchased Businesses shall continue in all material respects advertising, promotional programs and incentives in a manner consistent with past practices. (e) The Purchased Businesses shall not make any material loans or other material advances to any present or former employees (including retirees), directors or independent contractors (or their dependents, spouses or beneficiaries), except in the ordinary course of business consistent with past practice. (f) The bottling agreements, distribution agreements and other commercial arrangements entered into after the date of this Agreement (including any amendments to existing agreements) to which CS or any of its Affiliates or the Purchased Businesses is a party and with respect to which it derives revenues and profits from the businesses associated with the Owned Trademarks in each country shall be on arms' length terms and on terms which shall provide CS, its Affiliates and the Purchased Businesses with benefits from such arrangements which are consistent with the ordinary course of their beverages business, recognizing that the terms of such agreements may need to be different in launch markets, developing markets, etc. From and after the date of this Agreement, none of CS or any of its Affiliates or the Purchased Businesses will enter into any agreements or arrangements or any amendments to any agreements or arrangements pursuant to which the income stream associated with any Owned Trademarks in any country is shifted to any other less than wholly owned entity or country or brand that is not included in the transactions contemplated by this Agreement. (g) None of the Purchased Businesses shall take any action referred to in Section 2.22, and none of CS and the other CS Parties, shall take any action referred to in Section 2.22 with respect to any of the Purchased Businesses.

Pre-Closing Operations. Except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS The Company hereby covenants and agrees (and shall cause the other CS Parties to comply with this covenant)agrees, except as specifically contemplated hereunder, as disclosed in the Schedules, or as consented to in writing by KO (which consent shall not be unreasonably withheld or delayed)Buyer, pending the Closing, that from the date of this Agreement to it and each Applicable Closing Date, the Purchased Businesses Subsidiary shall be operated operate and conducted conduct its business only in the ordinary and usual course consistent in accordance with past prior practices, and shall carry on their its business substantially in the same manner as currently heretofore conducted and not make or institute any material new methods of manufacture, purchase, sale, lease, management accounting or operationoperation except in the ordinary and usual course of business consistent with past practice. By way of illustration and not in limitation of the foregoing, except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS agrees and shall cause the other CS Parties to agree that from the date of this Agreement to each Applicable Closing Date, except as set forth on Schedule 4.01 and except as consented to in writing by KO (which consent shall not be unreasonably withheld or delayed) as follows: (a) Each of the Purchased Businesses The Company shall manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities liabilities, in a fashion in all material respects consistent with past practice, including without limitation by selling inventory practice and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other indebtedness as they come due. (b) Each shall carry on the business of the Purchased Businesses shall maintain Company in all material respects its assetsthe same manner as heretofore conducted and not engage in any new line of business or purchase or sell any new products or provide any new service or enter into any agreement, and the CS Parties shall maintain in all material respects the Assets, in their present state of repair, normal wear and tear excepted. (c) Each of the Purchased Businesses shall use its commercially reasonable efforts to keep available in all material respects the services of its employees and to preserve in all material respects the goodwill of its business and relationships with its customers, licensors, suppliers, distributors and brokers. (d) Each of the Purchased Businesses shall continue in all material respects advertising, promotional programs and incentives in a manner consistent with past practices. (e) The Purchased Businesses shall not transaction or activity or make any material loans or other material advances to any present or former employees (including retirees), directors or independent contractors (or their dependents, spouses or beneficiaries), commitment except those in the ordinary and usual course of business consistent with past practice. (fb) Except as previously disclosed and consented to by Buyer, which consent shall not be unreasonably withheld, no material contract or commitment of any kind relating to any material capital expenditure by the Company or any Subsidiary shall be entered into. (c) The bottling agreementsCompany and each Subsidiary shall use commercially reasonable efforts consistent with past practices to maintain their assets in their present state of repair, distribution agreements keep available the services of its employees, and other commercial arrangements entered into after preserve the date good will of this Agreement their businesses and relationships with all parties having business relations with them and shall continue and maintain all underwriting guidelines consistent with prior practice. (including d) Neither the Company nor any amendments Seller shall take, and shall not permit any Subsidiary to existing agreements) to which CS or take, any of its Affiliates or the Purchased Businesses is a party and with respect to which it derives revenues and profits from the businesses associated with the Owned Trademarks in each country shall be on arms' length terms and on terms which shall provide CS, its Affiliates and the Purchased Businesses with benefits from such arrangements which are consistent with the ordinary course of their beverages business, recognizing that the terms of such agreements may need to be different in launch markets, developing markets, etc. From and following actions after the date of this Agreement: (i) Dispose of any property or asset other than in the ordinary and usual course of business consistent with past practice; (ii) Mortgage, none pledge or subject to liens or other encumbrances any property or asset, except by incurring Permitted Liens; (iii) Purchase or commit to purchase any property or asset for a price exceeding $25,000; (iv) Except for planned or normal increases in the ordinary and usual course of CS business consistent with past practice with respect to non-officer employees, increase (or announce any increase of) any salaries, wages or employee benefits or hire, commit to hire any employee, or except for terminations in the ordinary and usual course of business consistent with past practice with respect to non-officer employees, terminate any employee; (v) Amend its charter instrument or bylaws; (vi) Issue, sell or repurchase any of its Affiliates capital stock or the Purchased Businesses will enter into make any agreements change in its issued and outstanding capital stock or arrangements issue any warrant, option or other right to purchase shares of its capital stock or any amendments to security convertible into its capital stock, or redeem, purchase or otherwise acquire any agreements shares of its capital stock, or arrangements pursuant to which the income stream associated with declare any Owned Trademarks in any country is shifted to dividends or make any other less than wholly owned entity distribution with respect to its stock, except for the dividends set forth in this Section 6.01; (vii) Incur, assume or country guarantee any obligation or brand that is not included liability for borrowed money, or exchange, refund or renew any outstanding indebtedness in such a manner as to reduce the transactions principal amount of such indebtedness and increase the interest rate or balance outstanding; (viii) Cancel any debts; (ix) Amend or terminate any material agreement, including any employee benefit plan (except as otherwise contemplated by this Agreement.) or any insurance policy, in force on the date hereof, (gx) None of the Purchased Businesses shall take Solicit or entertain any action referred offer for, or sell or agree to sell, or participate in Section 2.22, and none of CS and the other CS Parties, shall take any action referred to in Section 2.22 business combination with respect to to, any of the Purchased BusinessesShares or any of the capital stock of any of the Subsidiaries; (xi) Make any changes in its accounting methods, principles or practices; (xii) Do any act, omit to do any commercially reasonable act or permit any act within Sellers' or the Company's or any Subsidiary's control which will cause a breach of any representation, warranty or obligation contained in this Agreement; (xiii) Issue substitute stock certificates to replace certificates which have been lost, misplaced, destroyed, stolen or are otherwise irretrievable, unless an adequate indemnity agreement approved by Buyer has been duly executed and delivered to the Company; or (xiv) Organize any subsidiary, acquire any capital stock or other equity securities of any corporation, or acquire any equity or other ownership interest in any business. Buyer hereby consents to the distributions and stock redemptions listed on Schedule 4.23.

Pre-Closing Operations. Except to From the extent not reasonably practicable in light date of this Agreement and continuing until the transactions contemplated by this Agreement and the Transaction DocumentsClosing, CS covenants and agrees (and Seller shall cause the Properties to be operated and maintained in a good and workmanlike manner, consistent with past practices and consistent with good industry practices of a prudent operator in the oil and gas industry and in accordance with all applicable laws and rules, keep its books and records true and correct in accordance with past practices, maintain all of its existing insurance coverage and pay all of its trade payables and other CS Parties obligations on a timely basis. Seller also will pay, or cause to comply be paid, on or before the time the same are due, all drilling, completion, operating, transportation, facility, pipeline and workover expenditures which are properly billed to it, except for bills which will not become due prior to Closing and bills being contested in good faith. It is recognized that, subject to the terms hereof, expenditures incurred in connection with this covenantthe Properties after the Effective Date shall be the responsibility of Buyer if Closing occurs. If operations or other commitments are proposed by third parties and the effect of an election not to participate in the same would be the loss (either for a period of time or permanently) of an interest in the Properties (such operations or commitments being herein called “Certain Commitments”), Seller will confer with Buyer as to the appropriate response and if Buyer and Seller agree upon a response, Seller will respond as agreed. Notwithstanding anything stated herein to the contrary, until the Closing Date, (i) Seller shall not sell, remove or otherwise dispose of any of the Properties, or (ii) except as specifically consented necessary in the reasonable opinion of Seller in emergency situations to preserve life or prevent material damage to property, Seller shall not, without Buyer’s written consent, (u) authorize or make a capital expenditure, voluntarily incur any liability or enter into any commitment or agreement with respect to the Properties which will cost (or which could involve the payment of amounts) in writing by KO excess of $50,000, in the aggregate, with respect to an individual project or series of related projects (which provided that such consent shall not be unreasonably withheld or delayed), that from (v) cancel or terminate any contract, (w) amend any Contract if such amendment may reasonably be expected to have any adverse effect on the date financial condition or value of this Agreement to each Applicable Closing Date, the Purchased Businesses shall be operated and conducted only in the ordinary course consistent with past practices, and shall carry on their business in the same manner as currently conducted and not make or institute any material new methods of manufacture, purchase, sale, lease, management or operation. By way of illustration and not in limitation of the foregoingProperties, except to (x) extend the extent not reasonably practicable in light term of this Agreement and the transactions contemplated by this Agreement and the Transaction Documentsany Contract for a period longer than sixty (60) days, CS agrees and shall cause the other CS Parties to agree that from the date of this Agreement to each Applicable Closing Date(y) enter into any additional hedging, except as set forth on Schedule 4.01 and except as consented to in writing by KO (which consent shall not be unreasonably withheld forward sales or delayed) as follows: (a) Each of the Purchased Businesses shall manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion in all material respects consistent with past practice, including without limitation by selling inventory and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other indebtedness as they come due. (b) Each of the Purchased Businesses shall maintain in all material respects its assets, and the CS Parties shall maintain in all material respects the Assets, in their present state of repair, normal wear and tear excepted. (c) Each of the Purchased Businesses shall use its commercially reasonable efforts to keep available in all material respects the services of its employees and to preserve in all material respects the goodwill of its business and relationships with its customers, licensors, suppliers, distributors and brokers. (d) Each of the Purchased Businesses shall continue in all material respects advertising, promotional programs and incentives in a manner consistent with past practices. (e) The Purchased Businesses shall not make any material loans or other material advances to any present or former employees (including retirees), directors or independent contractors (or their dependents, spouses or beneficiaries), except in the ordinary course of business consistent with past practice. (f) The bottling agreements, distribution similar agreements and other commercial arrangements entered into after the date of this Agreement (including any amendments to existing agreements) to which CS or any of its Affiliates or the Purchased Businesses is a party and with respect to which it derives revenues and profits production from the businesses associated with the Owned Trademarks in each country shall be on arms' length terms and on terms which shall provide CSProperties, its Affiliates and the Purchased Businesses with benefits from such arrangements which are consistent with the ordinary course of their beverages business, recognizing that the terms of such agreements may need to be different in launch markets, developing markets, etc. From and after the date of this Agreement, none of CS or any of its Affiliates or the Purchased Businesses will (z) enter into any agreements transaction, or arrangements or any amendments to any agreements or arrangements pursuant to which the income stream associated with any Owned Trademarks in any country is shifted to any other less than wholly owned entity or country or brand that is not included in the transactions contemplated by this Agreement. (g) None of the Purchased Businesses shall take any action referred action, which may reasonably be expected to in Section 2.22, and none have a material adverse effect on the financial condition or value of CS and the other CS Parties, shall take any action referred to in Section 2.22 with respect to any of the Purchased BusinessesProperties.

Pre-Closing Operations. Except to From the extent not reasonably practicable in light date of this Agreement and continuing until the transactions contemplated by this Agreement and the Transaction DocumentsClosing, CS covenants and agrees (and Sellers shall cause the Properties to be operated and maintained in a good and workmanlike manner, consistent with past practices and consistent with good industry practices of a prudent operator in the oil and gas industry and in accordance with all applicable laws and rules, keep its books and records true and correct in accordance with past practices, maintain all of its existing insurance coverage and pay all of its trade payables and other CS Parties obligations on a timely basis. Sellers also will pay, or cause to comply be paid, on or before the time the same are due, all drilling, completion, operating, transportation, facility, pipeline and workover expenditures which are properly billed to it, except for bills which will not become due prior to Closing and bills being contested in good faith. It is recognized that, subject to the terms hereof, expenditures incurred in connection with this covenantthe Properties after the Effective Date shall be the responsibility of Buyer if Closing occurs. If operations or other commitments are proposed by third parties and the effect of an election not to participate in the same would be the loss (either for a period of time or permanently) of an interest in the Properties (such operations or commitments being herein called “Certain Commitments”), Sellers will confer with Buyer as to the appropriate response and if Buyer and Seller agree upon a response, Sellers will respond as agreed. Notwithstanding anything stated herein to the contrary, until the Closing Date, (i) Sellers shall not sell, remove or otherwise dispose of any of the Properties, or (ii) except as specifically consented necessary in the reasonable opinion of Sellers in emergency situations to preserve life or prevent material damage to property, Sellers shall not, without Buyer’s written consent, (u) authorize or make a capital expenditure, voluntarily incur any liability or enter into any commitment or agreement with respect to the Properties which will cost (or which could involve the payment of amounts) in writing by KO excess of $50,000, in the aggregate, with respect to an individual project or series of related projects (which provided that such consent shall not be unreasonably withheld or delayed), that (v) cancel or terminate any contract, (w) amend any Contract if such amendment may reasonably be expected to have any adverse effect on the financial condition or value of any of the Properties, (x) extend the term of any Contract for a period longer than sixty (60) days, (y) enter into any additional hedging, forward sales or similar agreements with respect to production from the date Properties, or (z) enter into any transaction, or take any action, which may reasonably be expected to have a material adverse effect on the financial condition or value of this Agreement to each Applicable Closing Date, the Purchased Businesses shall be operated and conducted only in the ordinary course consistent with past practices, and shall carry on their business in the same manner as currently conducted and not make or institute any material new methods of manufacture, purchase, sale, lease, management or operation. By way of illustration and not in limitation of the foregoingProperties. Notwithstanding the above, except to the extent not reasonably practicable in light of this Agreement and the transactions contemplated by this Agreement and the Transaction Documents, CS agrees and shall cause the other CS Parties to agree that from the date of this Agreement to each Applicable Closing Date, except as set forth on Schedule 4.01 and except as consented to in writing by KO (which consent Sellers shall not be unreasonably withheld required to obtain the approval for, and Buyer acknowledges, those existing obligations or delayed) as follows: (a) Each liabilities of Sellers described on Exhibit 7(b), which will constitute part of the Purchased Businesses Assumed Obligations contemplated under Section 14 below, however, before executing any joint operating agreement or any other agreement with Highland Oil & Gas, LLC or it affiliates, Sellers shall manage its working capital, including cash, receivables, other current assets, trade payables consult with Buyer and other current liabilities in a fashion in all material respects consistent with past practice, including without limitation by selling inventory and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other indebtedness as they come due. (b) Each provide Buyer copies of the Purchased Businesses shall maintain in all material respects its assets, and the CS Parties shall maintain in all material respects the Assets, in their present state of repair, normal wear and tear excepted. (c) Each of the Purchased Businesses shall use its commercially reasonable efforts to keep available in all material respects the services of its employees and to preserve in all material respects the goodwill of its business and relationships with its customers, licensors, suppliers, distributors and brokers. (d) Each of the Purchased Businesses shall continue in all material respects advertising, promotional programs and incentives in a manner consistent with past practices. (e) The Purchased Businesses shall not make any material loans or other material advances to any present or former employees (including retirees), directors or independent contractors (or their dependents, spouses or beneficiaries), except in the ordinary course of business consistent with past practice. (f) The bottling agreements, distribution proposed agreements and other commercial arrangements entered into after the date allow Buyer a reasonable amount of this Agreement (including any amendments time to existing agreements) comment on suggested changes to which CS or any of its Affiliates or the Purchased Businesses is a party and with respect to which it derives revenues and profits from the businesses associated with the Owned Trademarks in each country shall be on arms' length terms and on terms which shall provide CS, its Affiliates and the Purchased Businesses with benefits from such arrangements which are consistent with the ordinary course of their beverages business, recognizing that the terms of such agreements may need to be different which suggestions Seller shall reasonably consider for inclusion in launch markets, developing markets, etc. From and after the date of this Agreement, none of CS or any of its Affiliates or the Purchased Businesses will enter into any agreements or arrangements or any amendments to any agreements or arrangements pursuant to which the income stream associated with any Owned Trademarks in any country is shifted to any other less than wholly owned entity or country or brand that is not included in the transactions contemplated by this Agreementsaid agreements. (g) None of the Purchased Businesses shall take any action referred to in Section 2.22, and none of CS and the other CS Parties, shall take any action referred to in Section 2.22 with respect to any of the Purchased Businesses.